JINDAL STAINLESS

Date 29 December 2020

National Stock Exchange of India Limited BSE Limited Listing Department,

Listing Department 1st Floor, New Trading Ring,

Exchange Plaza, 51h Floor,

Plot No. C/1 , G Block, Rotunda Building,

Sandra Kurla Complex, Bandra (E), Phiroze Jeejeebhoy Towers,

Mumbai- 400 051. Dalal Street, Fort

Email: cmli st@nse.co.in Mumbai - 400 001

Email: corQ.relations@ bseindia.com

Security Code No.: JSLIDSAR Security Code No.: 539597

Dear Sir/Madam,

Sub: Outcome of Board meeting held on 29 December 2020- Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Circular bearing reference number CIR/CFD/CMD/4/2015 dated September 9, 2015

Please refer to our letter dated 22 December, 2020 regarding intimation of holding Board meeting on

29 December, 2020 .

In terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (the "Listing Regulations") read with Circular bearing reference number

CIR/CFD/CMD/4/20 15 dated 9 September, 2015, we hereby submit the outcome of the meeting of

the Board of Directors ("Board") of Jindal Stainless (Hisar) Limited ('JSHL' or the 'Company') . held on 29 December, 2020.

Based on the recommendations of the Audit Committee and the Committee of Independent Directors,

t he Board has considered and approved a Composite Scheme of Arrangement (the 'Scheme') under

Section 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013

and the Rules framed thereunder ("the Act"). Fmiher the Board has given authorization to file the

Scheme along with relevant disclosures, documents, cetiifications and undetiakings with the stock

exchanges.

The Scheme, inter alia, provides for:

a) Amalgamation of JSHL (the "Amalgamating Company No. 1 ") into and with Jindal Stainless

Limited (the "Amalgamated Company" or "JSL"); and

b) Demerger of the Demerged Undertaking (as defined in the Scheme) comprising of the non­

mobility division of JSL Lifestyle Lim ited (the "Demerged Company" or "JSLLL"), a subsid iary

of the Company and vesting of the same into and with Jindal Lifestyl~ Limited, a 1 OOo/o subsidiary of JSLLL, (the "Resulting Company" or "JLL"), on a going concern basis; and

Jindal Stainless (Hisar) Limited L27205HR2013PLC049963

• Jindal Centre, 12 Bhikaiji Cama Place, New Delhi - 110066, India I O.P Jindal Marg, Hisar- 125005 (Haryana) India

T· +91 11 26188345, 4.1462090, 61462000 F +91 · 11 41659169 E· info.jshl@jindalstainless.com www.jshlstainless.com, www.jindalstainless·.com .

..JSL JINDAL STAINLESS

c) Subsequent to the demerger of the Demerged Undertaking as per para (b) above, amalgamation of

JSL Lifestyle Limited (the "Amalgamating Company No. 2") into and with the Amalgamated

Company; and

d) Amalgamation of JSL Media Limited (the "Amalgamating Company No. 3" or "JML") into and

with the Amalgamated Company; and

e) Amalgamation of Jindal Stainless Corporate Management Services Private Limited (the

"Amalgamating Company No. 4" or "JSCMS") into and with the Amalgamated Company; and

f) Various other matters consequential or otherwise integrally connected herewith.

The Scheme is subject to receipt of approvals of shareholders and creditors of companies involved

and approval of other regulatory authorities as may be required, including those of the National Stock

Exchange of India Limited, BSE Limited, Securities and Exchange Board of India and the National

Company Law Tribunal, Chandigarh bench ("NCLT"). Advisor for the proposed scheme is

Transaction Square LLP, and Legal advisors to the proposed scheme are S&R Associates and Sagus

Legai.Piease find enclosed Annexure 1 containing details as per Regulation 30 of the Listing

Regulations read with Circular CIR/CFD/CMD/4/2015 dated 9 September, 2015.

This is for your information and record.

Thanking you,

For Jindal Stainless (Hisar) Limited

Enclosed: as above

Jindal Stainless (Hisar) Limited Cl l27205HR2013PLC049963

Corporate Offl Jindal Centre, 12 Bhikaiji Cama Place, New Delhi- 110066, India R Ia : O.P. Jindal Marg, Hisar - 125005 (Haryana) India

T· +91 11 26188345,41492000,61462000 · +91 11 41659169 E info.jshl@jindalstainless.cqm ebslte www.jshlstainless.com, www.jindalstainless.com

s. No. 1)

2)

J NDAL STAINLESS

Particulars

Name of the entity(ies)

forming part of the

amalgamation I merger,

details in brief such as,

size, turnover etc.;

Whether the transaction

would fall within related

party transactions? If yes,

ANNEXURE!

Description

This Scheme is a Composite Scheme of Arrangement ("Scheme")

involving:

a) Jindal Stainless Limited ("Amalgamated Company" or "JSL");

b) Jindal Stainless (H isar) Limited ("Amalgamating Company No.

1" or "JSHL");

c) JSL Lifestyle Limited ("Amalgamating Company No. 2" or

"Demerged Company" or "JSLLL");

d) Jindal Lifestyle Limited ("Resulting Company" or "JLL");

e) JSL Media Limited ("Amalgamating Company No. 3" or

"JML"); and

f) Jindal Stainless Corporate Management Services Private

Limited ("Amalgamating Company No. 4" or "JSCMS").

Set out below is the net-worth arid total income as on March 31,

2020 of the entities involved in the Scheme -

(Amount in INR Crores)

Particulars Total Income Net Worth JSL 12,357.09 2,657.3 2

JSHL 8437.57 1836.25

JSLLL 311.9 107.17

JML 1.14 (32.46)

JSCMS 101.57 8.06

1\ JLL was incorporated on 16 December 2020.

The proposed Scheme does not fall within the purview of related

party transactions in terms of General Circular No. 30/2014 dated

17 July, 2014 issued by the Ministry of

whether the same is done Corporate Affairs since the same is subject to the sanction of the

at "anns length" National Company Law Trjbunal and provisions of Section 188 of

the Companies Act, 2013 are not applicable.

However, there are common promoters in JSL and JSHL. JSHL

also holds 34.54o/o shares of JSL (which shall be cancelled pursuant

to the Scheme) as well as 73.37o/o shares of JSLLL. Fmiher,

pursuant to the Scheme, equity shares of JSL are proposed to be

issued and allotted to the shareholders of JSHL and JSLLL. In light

of the same, the transaction under the proposed Scheme may be

deemed to be a related party transaction under the applicable

provisions of Listing Regulat ions.

The consideration as set forth in the Scheme will be discharged on J1naa1 ~ta1n1ess (H1sarr um1tea s (I'(

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JINDAL STAINLESS

Area of business of the

entity( ies)

"arm's length basis". The share exchange ratio for the shares to be

allotted to the shareholders of JSHL and JSLLL is based on

valttatiori report provided by Mr. Niranjan Kumar, Registered

Valuer. SBI Capital Markets Limited, a SEBI registered Category-!

Merchant Banker, has also provided a fairness opinion on the share

exchange ratio and the share entitlement ratio. The aforementioned

Valuation Repoti and Fairness Opinion have duly been considered

by the Audit Committee, Committee of Independent Directors and

Board of JSHL.

The companies involved in the Scheme have following relationship

with each other-

• JSL is an associate company of JSHL. JSHL holds 34.54o/o shares of JSL.

• JSLLL is a subsidiary of JSHL.

• JLL is a wholly owned subsidiary of JSLLL.

• JML is a wholly owned subsidiary of JSHL.

• Both JSL and JSHL hold 50o/o shares in JSCMS.

Company

JSL

JSHL

JSLLL

JLL

JML

JSCMS

Business

JSL is engaged in the business of manufacturing

stainless steel and stainless-steel products.

JSHL is engaged in the business of manufacturing

of stainless steel and stainless-steel products and

coin blanks.

JSLLL is engaged m the business of

manufacturing and supply of various components

that have application in the mobility space and

sale/supply of premium designer stai.nless steel

kitchens and homeware, urban development

infrastructural projects, stainless steel plumbing

solutions and stainless steel value engineering

offerings :

JLL is proposed to be engaged in the business of

manufacturing and sale/supply of stainless steel

kitchens and homeware, utban development

infrastructural proj ects, stainless steel plumbing

solutions and stainless steel value engmeenng

offerings.

JML is authorized to carry advetiising business.

JSCMS is engaged in the business of providing

advisory and consultancy services to JSL, JSHL

and the group companies.

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I L27205HR2013PLC049963 Corporate Offl : Jindal Centre, 12 Bhikaiji Cama Place, New Delhi - 110066, India

R 1st lc O.P. Jindal Marg, Hisar- 125005 (Haryana) India · +91 11 26188345, 41462000, 61462000 F +91 11 41659169 E info.jshl@jindalstainless.corn

It www.Jshlstalnless.com, www.jindalsta1nless.com

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JINDAL STAINLESS

Rationale for Scheme The Amalgamated Company proposes to enter into this Scheme

with Amalgamating Company No.1 and the Amalgamating

Company No.2, to consolidate their respective

manufacturing/service capabilities thereby increasing efficiencies in

operations and use of resources, to consolidate their diversified

product and services portfolio for improving overall customer

satisfaction, to pool their human resource talent for optimal

utilization of their expertise, to integrate the marketing and

distribution channels for better efficiency, to have a larger market

footprint domestically and globally, to ensure optimization of

·working capital utilization and with Amalgamating Company No.3

and Amalgamating Company No.4, to have a simplified and

streamlined structure and help in better utilization of the resources

and lead to operational efficiencies.

The management of the respective companies is of the view that the

amalgamations proposed in this Scheme are, in pat1icular, expected

to have the following benefits:-

a) Consolidation of the complementing strengths will enable the

Amalgamated Company to have increased capability for

offering diversified products and services on a single platform.

Its enhanced resource base and client relationships are likely to

result m better business potential and prospects for the

consolidated entity and its stakeholders.

b) The combined financial strength is expected to fw1her

accelerate the scaling up of the operations of the Amalgamated

Company. Deployment of resources in a more efficient manner

is likely to enable faster expansion of the businesses of the

Amalgat~ated Company.

c) The consolidation of funds and resources will lead to

optimisation of working capital utilization and stronger

financial leverage given the simplified capital structure,

improved balance sheet, optimised management structure and

consolidation of cross location talent pool.

d) The amalgamation will result in simplification ofthe group and

business structure and will enable the consolidated entity to

have a stronger global footprint and more extensive pan India

network for deeper market penetration and enhancement of the

overall customer satisfaction, engagement and retention.

Above all , since both the Amalgamating Company No. 1 and the

Amalgamated Company are companies belonging to the same

Jindal Stainless (Hisar) Limited ( . IN L27205H _R2~13PLC049963 . . ~

Corporate Office Jmdal Centre, 12 BhlkaiJI Cama Place, New Delhi - 110066, India 1--:.

Regia r d lc : O.P Jindal Marg, Hisar- 125005 (Haryana) India · ~ +91 11 26188345, 41462000, 6,1462000 +91 11 41659169 : info.jshl@jindalstainless.co ?

www.jshlstainless.com, www.jindalstainless.com /l;l"> ... '\: , c·

.J I N D A L STAINLESS

promoter group which are engaged in manufacturing of stainless

steel, the amalgamation pursuant to the Scheme will enable them to

bring together their respective synergtes m manufacturing of

stainless steel thereby enhancing value for all the stakeholders.

The Scheme envisages demerger of the Demerged Undertaking and

vesting of the same in the Resulting Company pursuant to the

Scheme, to enable to achieve optimum growth and development of

respective business operations post such demerger. The nature of

risk and opportunities involved in both the businesses is divergent

and capable of attracting different sets of investors. The

management of the respective companies believe that both the

businesses (i.e. Non-Mobility Business and Mobility Business (as

defined m the Scheme) wi II benefit from separate focused

management and separate investment strategy leading to

development, expansiOn and growth for maximization of

stakeholder value.

After the demerger of the Demerged Undetiaking and vesting of the

same into the Resulting Company pursuant to the Scheme, the

residual undertaking of the Amalgamating Company No.2 which is

engaged in the Mobility Business (as defined in the Scheme) and

therefore has a greater synergy with the business of the

Amalgamated Company (manufacture - of stainless steel and

stainless steel products) would be amalgamated with the

Amalgamated Company pursuant to the Scheme to tap the larger

resources of the Amalgamated Company, enhance its productivity

and efficiency of operations and logistics.

Amalgamation of the Amalgamating Company No.3 and

Amalgamating Company No.4 pursuant to the Scheme will lead to

a simplified and streamlin~d structure and help in better utilization

of the resources and lead to operational efficiencies.

Jindal Stainless (Hisar) Limited CIN L27205HR2013PLC049963

Cotporate Offt · Jindal Centre, 12 Bhikaiji Cama Place, New Delhi - 110066, India Reglst r d Oftl · O.P Jindal Marg, Hisar- 125005 (Haryana) India

T· +91 11 26188345, 41462000, 61462000 F. +91 11 41659169 info.jshl@jindalstainless.com bslt . www.jshlstainless.com, www.jindalstainless.com

JINDAL STAINLESS

In case of cash

consideration- amount or

otherwise share exchange

ratio

a) lVIerger of Amalgamating Compa:t:,; No.1 i:J,(u ·~uH~ wit:t the

Amalgamated Company:

Following share exchange ratio has been determined for the

allotment of the equity shares of the Amalgamated Company

having face value of R~ . . 2 ·each to the shareholders of the

Amalgamating Company No. 1 as on the Record Date (as per

the Scheme), in . consideration for · the amalgamation pf the

Amalgamating Company No. 1 with and into the Amalgamated

Company:

" 195 (Oi1e ·Hundred and Ninety Five) ful!y' paid t!p equity

shares of face value of Rs. 2 each of the · Amalgamated

Company shall be issued and allotted as fully paid up equity

shares to the eqtlity shareholders of the Amalgamating

Company No. 1, for every 100 (One Hundred} fully paid up

equity shares of face value of Rs. 2 each hc:d .bY f;.:em in the

Amalgamating Company No. 1."

b) De-merger of Demerged Undertaldng (as c1·efined· in the

Scheme) from the Demer~ed Company into and with the

Resulting Co111pany:

Following share exchange ratio has been determined for the

allotn1~n_t of the equity shares ofthe Resu!ti;1g Company having

face value of Rs. 10/- each to the s!1m;eholde~·s of ~he Demerged .

Company as ori the Record Date (as pe.i· the Sc~1eme) _ whose

names appear in the Register of Members of the Demerged

Company-

"1 (One) fully paid up equity share of face value of Rs. I 0/-each of the Resultit1g Company shaH be issued and a!~otted as

fully paid up equity share to the equity sl·ia ·re~1olders of

Demerged Company, for every 1 (One) fully paid tW equity

share of face value of Rs. 10 each held by them in Demerged

Company."

c) Merger of Amalgamating Company No. 2 into and with the

Amalgamated Company:

Following share exchange ratio has been determined for the

allotment of the equity shares of the Amalgamated Company

having face value of Rs. 2 each to the shareholders of the I n inless-(Hisar)tt;"''~ ffiJ'l~-1-----~--------------'

N L27205HR2013PLC049963 Corporate Office· jjndal Centre, 12 Bhikaij i Cama Place , New Delhi - 110066, India

I t r 0 : O.P. Jindal Marg, Hisar- 125005 (Haryana) India T +91 11 26188345, 41462000, 61462000 F. +91 11 41659169 E info.jshl@jindalstainless .com

It www.jshlstain less.com, www.jindalstain less.com

~ JinDAL

JINDAL· STAINLESS

Amalgamating Company No. 2 as on the Record Date (as per

· the Scheme), in consideration for the amalgamation of the

Amalgamating Company No.2 with and into the Amalgamated

Company:

"1 01 (One Hundred mid One) fully paid up equity shares of

face value of Rs. 2 (Rupees Two) each of the Amalgamated

Company shall be issued and allotted as fully paid up equity

shares to the equity shareholders of Amalgamating Company

No. 2, for every 100 (One Hundred) fully paid up equity shares

of face value of Rs. 10 each held by them in Amalgamating

Company No. 2."

d) Merger of Amalgamating Company No. 3 into and with the Amalgamated Company:

Upon merger of Amalgamating Company No.1 with the

Amalgamated Company, Amalgamating Company No. 3 which

is currently a wholly owned subsidiary of Amalgamating

Company No. 1 will become a wholly owned subsidi~.ry of the

Amalgamated Company, hence no fm1her shares' of the

Amalgamated Company will be issued upon the am~lgamation

of the Amalgatnating Company No. 3 with the Amalgamated

Company.

e) Merger of Amalgamating Company No.4 into and with the Amalgamated Company:

Upon merger of Amalgamating Company No.1 with the

· Amalgamated Company, Amalgamating_ Company No.4 which

is currently jointly owned by the Amalgamated Company and

the Amalgamating Company No.1, will become a wholly

owned subsidiary of the Amalgamated Company, hence no

futiher shares of the Amalgamated Company will be issued

upon amalgamation of Amalgamating Company No. 4 into and

with the Amalgamated Company.

Jindal Stainless (Hisar) Limited l27205HR2013PLC049963

Corporate Offl : Jindal Centre, 12 Bhikaiji Cama Place, New Delhi - 110066, India Re I t ed 0 · O.P Jindal Marg, Hisar- 125005 (Haryana) India

T: +91 11 26188345,41462000,61462000 ·.+91 11 41659169 info.jshl@jindalstainless.com b www.jshlstainless.com, www.jindalstainless.com · ·

6)

..JSL JINDAL

Brief detai ls of change in Change in shareholding of JSL

shar~holding pattern (if Category Pre Scheme Post Scheme any)of entities. No. of o/o No. of shares 0/o share

shares" share holding holdi ng

Promoter 36,71,61,202 69.87 47,03,17,469 57.12 Public 15,83,34,266 30.13 35,30,97,089 42.88 Total 52,54,95,468 100 82,34,14,558 100

"On a fully diluted basis.

Change in shareholding of JSHL

Category Pre Scheme Post Scheme No. of shares

Promoter 13,60,56,314 Public 9,98,78,371 Total 23,59,34,685

Jindal Stainless (Hisar) Limited I L27205HR2013PLC049963

o/o No. of share shares holding 57.67 -

42.33 -100 -

Corporate Offlc . Jindal Centre, 12 Bhikaiji Cama Place, New Delhi - 110066, India R I d 0 O.P. Jindal Marg, Hisar- 125005 (Haryana) India .

0/o share holding

-

-

-

+91 11 26188345, 41462000, 61462000 +91 11 41659169 . info.jshl@jindalstainless.com www.jshlstainless.com, www.jindalstainless.com